9 TH SEG LISTED COMPANIES LAWYERS CONGRESS

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1 9 TH SEG LISTED COMPANIES LAWYERS CONGRESS 2018 February 13-14, 2018 WARSZAWIANKA HOTEL, JACHRANKA

Ladies and Gentlemen, On behalf of the Polish Association of Listed Companies (SEG), I would like to invite you to the 9th SEG Congress of Listed Companies Lawyers.

2 Ladies and Gentlemen, On behalf of the Polish Association of Listed Companies (SEG), I would like to invite you to the 9th SEG Congress of Listed Companies Lawyers. During the event, we will again hold a mock General Meeting of Zwykła Spółka SA. We will also cover issues that are considered relevant by legal departments of listed companies. The Congress will be held at February 2018 in the Warszawianka Hotel Congression Centre in Jachranka. For the first day of the Congress we have planned two thematic blocks changes in the corporate area and new challenges for issuers legal services. During the first plenary session we will cover such issues as: a European company as a public limited company (transformation procedure and consequences the continuity principle, benefits of a listed company functioning in a form of a European company, a European company in the context of the Capital Markets Union), electronic identity in a listed company (benefits for the company, counterparties identity verification, clearly defined moment of entering transaction), personal liability in the penal and fiscal area (to whom it may apply, how to minimise the risk, how to act in case of risk materialisation) and information manipulation as an unfair competition practice (consequences of modifications to the statutory definition of manipulation, manipulation in the context of the combating unfair competition act, practical thoughts on methods of combating information manipulation). During the second plenary session we will mainly focus on issues related to the position and liability of the management board in the M&A process (the management s sharing of information in the Due Diligence process, statements and assurances of the management in SPA, liability for terminating negotiations), information duties - risks for authorities of listed companies (members of management and supervisory boards, analysis of existing sanctions and their justifications, ways of managing risk), organisation and course of an AGM (the most important challenges, the most common problems, the biggest consequences). We will also try to answer the question on where the Polish capital market is heading (the government s Strategy for the Growth of the Polish Capital Market supported by the European Commission - what kind of changes can be expected, Capital Markets Union opportunities to strengthen the Polish market, an alternative for issuers: dual listing, change of listing market). At the end of the first day of the Congress, we will hold a mock Annual General Meeting of Zwykła Spółka SA. After that, all participants are invited to join Mardi Gras Evening with a quiz, dinner and music party. For the second day of the Congress we have planned two rounds of topical workshops on legal matters, as we do every year. After lunch, we will hold a debate on managing regulatory risk (change in the supervision philosophy, necessary corporate procedures, regulatory audit). There are, of course, quite many topics to be discussed but not all could be included in the Congress Agenda. The participants will have an opportunity for further discussion in a less formal way during breaks and over the dinner. I would like to warmly encourage you to participate in this event, which does not only present a high substantive level, but is also crucial for integration of the capital market environment in Poland. We hope to see you at the Congress! Mirosław Kachniewski, PhD President of the Management Board Polish Association of Listed Companies (SEG) February 13-14, 2018 WARSZAWIANKA HOTEL, JACHRANKA

3 CONGRESS AGENDA FEBRUARY 13, 2018 / TUESDAY 12:00-12:50 Guest registration and welcoming coffee 12:50-13:00 Congress Opening Mirosław Kachniewski, PhD, President, Polish Association of Listed Companies (SEG) 13:00-14:30 BLOK 1: Changes in the corporate area European company as a public limited company Transformation procedure and consequences (the continuity principle) Benefits of a listed company functioning in a form of a European company European company in the context of the Capital Markets Union Mirosław Kachniewski, PhD, President, Polish Association of Listed Companies (SEG) Piotr M. Szelenbaum, Partner, SPCG Electronic identity in a listed company Benefits for the company Counterparties identity verification Clearly defined moment of entering transaction Magdalena Raczek-Kołodyńska, Managing Director, Polish Association of Listed Companies (SEG) Krzysztof Wojdyło, Lawyer, Partner, Wardyński & Partners Penal-fiscal risk responsibility To whom it may apply How to minimise the risk How to act in case of risk materialisation Dariusz Witkowski, Regulatory Issues Adviser, Polish Association of Listed Companies (SEG) Andrzej Puncewicz, Managing Partner, Tax Advisor, Crido Taxand Łukasz Trochimiuk, Advocate, Crido Taxand Information manipulation as an unfair competition practice Consequences of modifications to the statutory definition of manipulation Manipulation in the context of the combating unfair competition act Practical thoughts on methods of combating information manipulation Piotr Biernacki, Vice-President, Polish Association of Listed Companies (SEG) Marcin Marczuk, Legal Counsel, KMG.Legal Michał Królikowski, Prof., Lawyer, Arbitrator of the Arbitration Court at the Prosecutor s Office RP, KMG.Legal 9 TH SEG LISTED COMPANIES LAWYERS CONGRESS 2018

4 14:30-15:30 Lunch 15:30-17:00 BLOK 2: New challenges for issuers legal services Position and liability of the management board in the M&A process Management s sharing of information in the Due Diligence process Statements and assurances of the management in SPA Liability for terminating negotiations Mirosław Kachniewski, PhD, President, Polish Association of Listed Companies (SEG) Marcin Chomiuk, Legal Counsel, Partner, JARA DRAPAŁA & PARTNERS Zbigniew Jara, Legal Counsel and Rechtsanwalt, Managing Partner, JARA DRAPAŁA & PARTNERS Information duties - risks for authorities of listed companies Members of management and supervisory boards Analysis of existing sanctions and their justifications Ways of managing risk Dariusz Witkowski, Regulatory Issues Adviser, Polish Association of Listed Companies (SEG) Leszek Koziorowski, Partner, Legal Counsel, GESSEL Where is the Polish capital market heading? Government s Strategy for the Growth of the Polish Capital Market supported by the European Commission - what kind of changes can be expected Capital Markets Union - opportunities to strengthen the Polish market Alternative for issuers: dual listing, change of listing market Piotr Biernacki, Vice-President, Polish Association of Listed Companies (SEG) Szymon Gałkowski, Advocate, Partner, Head of Financial Services Practice, Kochański Zięba & Partners Ida Komorowska-Moj, Legal Counsel, Partner, Head of M&A Practice, Kochański Zięba & Partners Organisation and course of AGM The most important challenges The most common problems The biggest consequences Magdalena Raczek-Kołodyńska, Managing Director, Polish Association of Listed Companies (SEG) Andrzej Knap, President of the Management Borad, Unicomp-WZA 17:00-17:30 Coffee break 17:30-19:00 Annual General Meeting of Zwykła Spółka SA PARTICIPATION IN THE CONGRESS IS FREE OF CHARGE FOR SEG MEMBERS AND OWNERS OF THE PREMIUM OR LEGAL SUBSCRIPTION. Listed companies which are not members of the Association may participate in the Congress after paying a fee according to the price list included in the Registration Form or by becoming a member of the Association. The number of seats is limited and applicants will be handled on a first come first served basis. SEG members and owners of the PREMIUM or LEGAL subscription have priority in the registration process. Participants are obliged to cover accommodation costs. The Registration Form should be filled in online and send in by January 22, 2018, by clicking submit form in the upper right corner.

20:00 Mardi Gras Evening Quiz Official dinner Music party FEBRUARY 14, 2018 / WEDNESDAY 7:00-8:30 Breakfast (only for those who booked a room at the hotel) 9:00-10:30 ROUND I - topical workshops

procedures Regulatory audit THE REGISTRATION FORM IS AVAILABLE ON THE SEG WEBSITE http://seg.org.

5 20:00 Mardi Gras Evening Quiz Official dinner Music party FEBRUARY 14, 2018 / WEDNESDAY 7:00-8:30 Breakfast (only for those who booked a room at the hotel) 9:00-10:30 ROUND I - topical workshops 10:30-11:00 Coffee break 11:00-12:30 ROUND II - topical workshops 12:30-13:30 Lunch 13:30-15:00 Panel discussion: Regulatory risk management Change in the supervision philosophy Necessary corporate procedures Regulatory audit THE REGISTRATION FORM IS AVAILABLE ON THE SEG WEBSITE CONCERNING THE CONGRESS please contact Ms Agata Bednarczyk by phone, tel. (22) or kongres@seg.org.pl IN CASE OF QUESTIONS CONCERNING SEG MEMBERSHIP please contact Ms Magdalena Cieciura by phone, tel. (22) or magdalena.cieciura@seg.org.pl

6 9 TH SEG LISTED COMPANIES LAWYERS CONGRESS 2018 INSTITUTIONAL PARTNER TECHNOLOGY PARTNER PARTNERS POLISH ASSOCIATION OF LISTED COMPANIES (SEG) Nowy Świat Str. 35/5A, Warsaw \ PH.: \ FAX: biuro@seg.org.pl \ \

8 TH SEG LISTED COMPANIES LAWYERS CONGRESS

8 TH SEG LISTED COMPANIES LAWYERS CONGRESS 2017 February 28 - March 1, 2017 Warszawianka Hotel, Jachranka Ladies and Gentlemen, On behalf of the Polish Association of Listed Companies (SEG), I would like